Corporate governance

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Corporate Governance

Corporate Governance Statement

We are committed to maintaining the highest standards of corporate governance, which we believe is essential for building trust, protecting shareholder interests, and delivering sustainable long-term growth. Our governance framework provides clear structures and processes to ensure accountability, transparency, and ethical conduct across all areas of our business.

The Board of Directors is responsible for setting the company’s strategic direction and overseeing its implementation. It ensures that robust systems are in place for risk management, internal controls, and compliance with legal and regulatory requirements. The Board is supported by specialist committees that focus on key governance areas, including audit and risk, remuneration, and nominations.

Our governance approach is designed to:

• Promote integrity and ethical decision-making at every level of the organization.

• Safeguard the interests of shareholders and stakeholders.

• Ensure effective oversight of financial reporting and risk management.

• Support diversity, independence, and strong leadership within the Board.

We regularly review and update our governance practices to reflect evolving best practices and regulatory standards. By maintaining a culture of openness and accountability, we aim to create long-term value for our shareholders, employees, and the communities we serve.

Board Committees

To ensure effective governance and oversight, the Board has established specialist committees that focus on key areas of responsibility. Each committee operates under defined terms of reference, meets regularly, and reports to the Board. These committees provide independent judgment and expertise, helping the Board discharge its duties in line with best practice standards.

Credit, Audit & Risk Committee

The Credit, Audit and Risk Committee oversees the Company’s financial reporting, internal controls, credit governance and risk management. Chaired by [Name], with Prem Goyal CBE as a member, the Committee meets at least twice a year to review financial statements, accounting policies, the risk register, and the effectiveness of internal control systems. The Committee also monitors the Company’s credit risk framework, including policies on credit exposure, counterparty assessment and regulatory compliance. It ensures appropriate reporting, oversight, and escalation processes are in place.

The Committee is supported by the Company Secretary and a designated executive independent of commercial functions. In the event of a tied vote, the Chair has the casting vote.

Renumeration and Nomination Committee

The Remuneration and Nominations Committee, comprising [Name] (Chair) and Prem Goyal CBE, is responsible for overseeing executive remuneration and Board appointments. The Committee reviews and recommends the scale and structure of senior executive pay, including bonus arrangements and share option awards, ensuring alignment with shareholder interests and Company performance.

It also leads the process for identifying and recommending candidates for the Board and senior management, ensuring an appropriate balance of skills, experience, and diversity. Key responsibilities include succession planning, monitoring Board composition, and ensuring a formal and transparent appointment process.

The Committee meets at least once a year and is supported by a designated executive independent of commercial functions, who manages meeting administration and record-keeping. In the event of a tied vote, the Chair holds the casting vote.

Aquis Rule Compliance Committee

The Aquis Rule Compliance Committee comprises all members of the Board and meets at least twice a year. Chaired by Prem Goyal CBE, the Committee is responsible for monitoring the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook. This includes ensuring that appropriate procedures, resources, and controls are in place, and maintaining effective communication with the Company’s AQSE Corporate Adviser on all announcements, notifications, and potential transactions.

The Committee is supported by the Company Secretary, who serves as secretary, and by a designated executive independent of commercial functions, who manages meeting administration, documentation, and operational support. In the event of a tied vote, the Chair has the casting vote.

Terms of Reference

Governance Code of Compliance

We are committed to following recognised standards of good governance. The Board has adopted the principles of the QCA Corporate Governance Code, which provides a framework for effective leadership, accountability, and transparency.

Our governance practices are reviewed regularly to ensure compliance with the code’s requirements and alignment with best practice standards.

This includes:

• Maintaining a clear division of responsibilities between the Board and management.

• Ensuring the Board has an appropriate balance of skills, experience, and independence.

• Promoting integrity, ethical conduct, and stakeholder engagement.

• Providing transparent reporting on financial performance and risk management.

• The Board intending to meet at least six times a year.

• Additional meetings may be held to ensure continuous compliance with the AQSE Growth Market Access Rulebook and maintain effective communication with the Company’s AQSE Corporate Adviser on all regulatory matters and announcements

A detailed statement of compliance with the QCA Corporate Governance Code is available in our Annual Report and on this website [insert link]. We remain committed to continuous improvement and to upholding the highest standards of governance.